Gemoscan Canada, Inc. Announces Secured Loan, Debenture and Issuance of Bonus Shares
April 08 2013 - 4:23PM
Gemoscan Canada, Inc. ("Gemoscan" or the "Corporation") –
(TSX-V:GES) (MUN:1GE) wishes to announce that, subject to final
regulatory approval, it has entered into a secured loan agreement
with a non-arm's length party (the "Lender"). The Lender has
provided the Corporation a $350,000 loan (the "Loan"), bearing
interest at a rate of 9% per annum and which matures on April 5,
2014. Additionally, in connection with the Loan, the Lender will
receive a bonus of 717,948 Class A Shares (the "Shares") in the
capital of the Corporation at a price of $0.0975 per Share. All
Shares are subject to a statutory four month plus one day hold
period from April 5, 2014.
The Corporation also wishes to announce that, pursuant to its
press release dated December 4, 2012, effective April 5, 2013 it
has fully discharged the loan referenced in its December 4, 2012
press release.
The transaction is exempt from the valuation and minority
shareholder approval requirements of Multilateral Instrument 61-101
- Protection Of Minority Security Holders In Special Transactions,
which is incorporated by reference into TSX Venture Exchange Policy
5.9, Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Corporation is relying on the
exemptions set out in 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair
market value of the transaction is not more than 25% of the
Corporation's current market capitalization.
About Gemoscan Canada, Inc.
Gemoscan is an industry leader in food intolerance management
and maintains a first-to-market position with Canada wide
distribution through select retail partners. Founded in 2003, using
its proprietary patented technology, Gemoscan develops, owns and
markets comprehensive food sensitivity and dietary management
solutions for consumers, including the HEMOCODE™ Food Intolerance
System and the MenuWise™ Food Intolerance Plan, personalized
naturopathically supervised nutritional programs that promote
well-being. Gemoscan is the first and only provider to
commercialize a food intolerance management solution directly to
consumers in partnership with retailers, and today offers the most
comprehensive services available.
Gemoscan Canada, Inc. trades its shares on the Toronto Venture
Exchange under the symbol GES and is quoted on the Munich,
Frankfurt and Stuttgart Stock Exchanges under the symbol 1GE.
Forward-Looking Information
This news release contains certain "forward-looking
information". All statements, other than statements of historical
fact that address activities, events or developments that Gemoscan
believes, expects or anticipates will or may occur in the future.
These forward-looking statements reflect the current expectations
or beliefs of Gemoscan based on information currently available to
Gemoscan. Forward- looking statements are subject to a number of
signify cant risks and uncertainties and other factors that may
cause the actual results of Gemoscan to differ materially from
those discussed in the forward- looking statements, and even if
such actual results are realized or substantially realized, there
can be no assurance that they will have the expected consequences
to, or effects on Gemoscan. Any forward-looking statement speaks
only as of the date on which it is made and, except as may be
required by applicable securities laws, Gemoscan disclaims any
intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Although Gemoscan believes that the assumptions inherent
in the forward-looking statements are reasonable, forward-looking
statements are not guarantees of future performance and accordingly
undue reliance should not be put on such statements due to the
inherent uncertainty therein.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
CONTACT: Company:
Brian Kalish
Chief Executive Officer
Gemoscan Canada, Inc.
416.650.1200
bkalish@hemocode.com
www.gemoscan.com